The Bezeq Era
Investors Presentation, July 2011
Forward-Looking Statement
This presentation contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements that are not historical facts and may include
financial projections and estimates and their underlying assumptions, statements regarding plans,
objectives and expectations with respect to future operations, products and services, and statements
regarding future performance. These statements are only predictions based on our current expectations
and projections about future events. There are important factors that could cause our actual results,
level of activity, performance or achievements to differ materially from the results, level of activity,
performance or achievements expressed or implied by the forward-looking statements. Those factors
include the factors indicated in our filings with the Securities and Exchange Commission (SEC). For more
details, refer to our SEC filings and the amendments thereto, including our Annual Report on Form 20-F
and Current Reports on Form 6-K. We undertake no obligation to update forward-looking statements to
reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may
be required by law.
1
IGLD’s Key Parameters
Internet Gold is a telecommunications-oriented holding company which is a subsidiary of Eurocom
1
Communications
Ltd.
Internet Gold’s primary holding is its approximately 78.11% interest in B Communications Ltd. (TASE
and Nasdaq: BCOM), which in turn holds the controlling interest (approximately 31.22%) in Bezeq,
The Israel Telecommunication Corp., Israel’s largest telecommunications provider (TASE: BZEQ).
From April 14, 2010 through May 31, 2011, BCOM repaid more than NIS 1.5 billion of bank debt
that was incurred to fund its April 2010 acquisition of the controlling interest in Bezeq, including
~ NIS 1.3 billion are nominal principal installments.
1
2
3
IGLD’s unconsolidated net debt:
NIS
657 million
Estimated value of base asset:
NIS
2.1 billion
Unconsolidated LTV:
36%
1
As of March 31, 2011
2
IGLD’s base asset defined as the market cap of its 78.1% ownership interest in BCOM’s outstanding shares as of July 20, 2011
3
Based on Midroog report from July 17, 2011
2
Eurocom Group Overview
• Founded in 1979
• One of Israel’s largest holding companies with a strong presence in Israel and a growing international presence
• Owned by Shaul Elovitch, Chairman of the Board of Directors and CEO (80% ownership)
Eurocom Group overview
and Yossef Elovitch, Director (20% ownership)
• Solid financial base and strategic partnerships ensure the strong backing necessary to accelerate growth
• Diversified portfolio with investments in telecommunications, media, real estate, consumer electronics and financial services
Eurocom Communications
Telecom Services
Media
Internet Gold 

Golden Lines Ltd.
Satellite Services
YES – D.B.S. Satellite
Services (1998) Ltd.

B Communications
Bezeq

Walla

Walla Shops
Telecom Consumer
Electronic Products

Space
Communications Ltd.
Satcom Sys Ltd.

Satlink
Communications Ltd.
Eurocom Cellular
Communications
(Nokia)
Eurocom Real
Estate Ltd.
Eurocom Digital
Communications
(Panasonic)
E.G.R.E. Ltd.
Pelephone
Bezeq International
Bezeq On-Line
Investments &
Finance
Real Estate
D.M. Engineering
Ltd.

Enlight energy Ltd.

Eurocom Capital
Finance Ltd.
Eurocom Capital
Underwriting Ltd.
EITAG . Ltd.
Pilat Media
Global Plc.
Pointer
Telocation



 Traded on TASE
 Traded on NASDAQ
3
3
Eurocom: Israel’s Largest
Communications Footprint
Relative strength
Internet access
Company within the group
5
Internet Services
Internet VAS residential
Internet business
e-Advertising
e-Commerce
Date Services
ILD
Fixed telephony
Mobile
Multi channel TV
Telecom & consumer electronics.
Satellite services
5
5
5
5
5
5
5
5
5
5
5
4
IGLD - Experienced, Disciplined Leadership
Shaul Elovitch

Founder & Chairman
over30 years experience
building leading communications
and other businesses

Eli Holtzman
Co-Founder and CEO since 1992
over 30 years of operational &
marketing experience
Proven capabilities in:
•
•
•
•
•
•
Strategy creation & strategic planning
Marketing & brand development
Operational & financial management
Management of mergers & acquisitions
Creation of partnerships
Capital raising: 9 major transactions
• 2 IPOs – IGLD and SMLC
(renamed-BCOM)
• 7 bond issues
Doron Turgeman
CFO since 2001
17 years experience in financial
management , 15 years in
communications
 Member
of the Board of Bezeq
5
Key Milestones for IGLD
From small entrepreneurial business
to large holding company
1992
to
1995
1995
To
2000
2000
to
2007
2007
to
2009
2009
to
2011
 Israeli telecom market commences privatization process
 Eurocom participates in the privatization process and forms a corporate vehicle for that purpose
 Goal: to become one of Israel’s leading telecom service providers




Internet emerges as a major commercial service
IGLD decides to focus on ISP activities
Expansion into Content and Value-Added Services
Successful listing on NASDAQ (IGLD) (TASE dual listing 2005)




Continuous organic growth
Restructure of IGLD into a group holding Smile.Communications and Smile.Media
Acquisition and merger with 012 Golden Lines to form 012 Smile.Communications
Successful IPO and listing of 012 Smile.Communications on NASDAQ and TASE (SMLC)





Continuous organic growth
Crystallization of the strategy to become a leader in the Israeli telecom market
Preparation for the next major M&A transaction while examining several opportunities
Sale of legacy 012 Smile.Communications assets
Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader
 Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader
 From April 14, 2010 through May 31, 2011, BCOM repaid more than NIS 1.5 billion (US$ 455 million) of its
bank debt which incurred to fund its April 2010 acquisition of the controlling interest in Bezeq.
6
Group Structure
Eurocom Group¹
~78%
Free float
~22%
• April 2010 - BCOM acquired the controlling interest in
Bezeq from the Apax-Saban-Arkin consortium
• Bezeq trades on the Tel-Aviv Stock Exchange,
BCOM and IGLD - listed on the NASDAQ Global Select
Market & TASE
Internet Gold
Golden Lines
~78%
Free float
~21%
BCOM²
~31%
Free float³
~69%
Fixed-line, broadband
infrastructure, data
com
Call centre
services
Pay-TV
(DTH)
100%
100%
100%
100%
~50%
~71%
Mobile telephony
and data
ILD, ISP,
enterprise
solutions
Walla!
Internet
portal
Source: Company information, Bezeq’s investors’ presentation.
¹ In addition Eurocom holds approximately 1.37% direct interest in BCOM.
² Prior to April 2010, BCOM (B Communications Ltd.) operated under the name 012 Smile.Communications.
7
Bezeq
Overview
8
Bezeq: Israel’s Most Comprehensive Communications
Infrastructure and Service Provider
Bezeq Group
Level B
2010 Rev.
2010 EBITDA
100%
100%
100%
49.8%¹ 
NIS 11.99bn
NIS 5.19bn
100%
71%²
Level B
Fixed-Line
Bezeq Int’l
Pelephone
yes
Bezeq on line
Walla!
Fixed-line, broadband
infrastructure, data com
ILD, ISP,
enterprise solutions
Mobile telephony
and data
Pay-TV
(DTH)
Call centre
services
Internet portal
2010 Rev.: NIS 5.26bn
2010 EBITDA: NIS 2.73bn
2010 Rev.: NIS 1.38bn
2010 EBITDA:NIS 414mm
2010 Rev.: NIS 5.73bn
2010 EBITDA:NIS 1.98bn
2010 Rev.: NIS 1.58bn
2010 EBITDA:NIS 463mm
¹ 50.2% held by Eurocom. Following a Supreme Court decision which prevents Bezeq from acquiring control of yes, as of August 21, 2009,
Bezeq ceased consolidating yes’ s financial results and began accounting for its investment in yes according to the equity method
² In September 2010, Bezeq International sold its entire holding in Walla! to Bezeq
Listed on TASE
9
Bezeq’s Results
Revenues
Net income from continuing operations
(NIS Million)
EBITDA
Free cash flow *
Source : Bezeq’s investor presentation
2008 and 2009 figures do not consolidate YES results
* Free cash flow is defined as free cash flow from operating activities offset by net capital expenditures (Capex)
10
Bezeq Overview
Level B
Bezeq Fixed-Line
Pelephone
Bezeq Int’l
Fixed-line, broadband infrastructure, data com
Mobile telephony and data
ILD, ISP, enterprise solutions
NISmm
Revenue
% growth
EBITDA
% margin
Capex
% of rev.
FCF1
% of rev.
Fiscal year ending December 31
2008A
2009A
5,498
5,303
(3.8%)
(3.5%)
2,327
2,317
42.3%
43.7%
472
767
8.6%
14.5%
1,855
1,550
33.7%
29.2%
2010A
5,263
(0.8%)
2,733
51.9%
900
17.1%
1,833
34.8%
CAGR 08–10
(2.2%)
8.4%
38.1%
(0.6%)
FY 10 Business overview
1
NISmm
Revenue
% growth
EBITDA
% margin
Capex
% of rev.
FCF1
% of rev.
Fiscal year ending December 31
2008A
2009A
2010A CAGR 08–10
4,713
5,376
5,732
10.3%
0.6%
14.1%
6.6%
1,456
1,794
1,984
16.7%
30.9%
33.4%
34.6%
795
555
397
(29.3%)
16.9%
10.3%
6.9%
661
1,239
1,587
54.9%
14.0%
23.0%
27.7%
FY 10 Business overview
• Leading provider of broadband services
(ADSL) in Israel with over 1 million
installed lines
• Israel’s leading cellular phone
operator with more than 2.7 million
subscribers
• 2.5 million installed fixed lines for
domestic telephony
• HSPA subscriber leader with over 1.5
million subscribers
• Provides customers with high speed
data transmission and ultra-fast
Internet services over existing copper
lines
• #1 in data as % of cellular service
revenues. Reached 25% of cellular
service revenues from data, content
and Value added services.
• Deploying next generation (“NGN”)
broadband infrastructure and content
services
• 1st in Israel to offer mobile
communication services
NISmm
Revenue
% growth
EBITDA
% margin
Capex
% of rev.
FCF1
% of rev.
Fiscal year ending December 31
2008A
2009A
1,306
1,318
0.2%
0.9%
322
345
24.6%
26.2%
118
120
9.0%
9.1%
203
15.6%
225
17.1%
2010A CAGR 08–10
1,380
2.8%
4.7%
414
13.4%
30.0%
180
23.4%
13.0%
234
17.0%
7.5%
FY 10 Business overview
• Resilient, leading ISP provider with 36%
market share
• Provider of communications solutions
in international telecom, web hosting,
data communications, and information
security solutions
• Launch of “private NGN” and VoB
services offerings in 2009
EBITDA- Net Capex
11
Bezeq’s Dividend Policy:
distribution of 100% of its after-tax profit on a semi-annual basis
Dividend Distributions (in NIS mm)
Dividend yield (%)¹
Regular dividends
Special dividends
3,733
• Based on its ownership interest, BCOM will receive
~30% of Bezeq’s annual dividends
15.8%
10.4%
2,860
12.0%
12.8%
• Since 2006, Bezeq has paid over NIS 10 billion
(US$ 2.6 billion) in dividends
3
8.1%
1,538
²
1,800
6.6%
1,663
4
500
1,941
1,600
2,195
1,514
1,163
1,060
2006A
2007A
2008A
• Bezeq has already paid the first of six equal special
dividend payments which were declared by the Board
of Directors and approved by the Israeli Court. This
special dividend of 3 NIS billion in the aggregate will
be paid on a semi-annual basis during 2011-2013
2009A
2010A
2011YTD
Source: Bezeq
¹ Based on regular and special dividends paid during the fiscal year.
² Special dividend paid in February 2007.
³ Special dividend which included a one-time gain of NIS 1.5 billion as a result of the deconsolidation of YES.
4 Special dividend paid in May 2011.
12
Projection of Future Debt Repayment
(2011-2019, NIS mm)
180
10
10
150
21
5
10
60
60
10
60
10
21
60
21
21
120
132
127
122
117
-
-
-
-
90
60
30
143
137
131
125
135
-
Series B Debentures
Series C Debentures
Series C Current Raise
• The projected debt repayment is linked to the Israeli consumer price index as of June 30, 2011
• The projected debt repayment does not take into consideration future changes in the inflation rate
• All amounts include future estimated interest payments
13
IGLD’s Financials Parameters
1
Unconsolidated gross debt:
NIS 1,044 million
1
Unconsolidated net cash:
NIS
387 million
Unconsolidated net debt:
NIS
657 million
2
Estimated value of base asset:
NIS
2.1 billion
3
Unconsolidated LTV:
36%
1
Bcom’s gross debt:
NIS 5,150 million
Bcom’s net cash and assets:
NIS
1
Bcom’s net debt:
NIS 4,220 million
4
Estimated value of base asset:
NIS
1
1
930 million
7.3 billion
1
As of March 31, 2011
2
IGLD’s base asset defined as the market cap of its 78.1% ownership interest in BCOM’s outstanding shares as of July 20, 2011
3
Based on Midroog report from July 17, 2011
4
BCOM’s base asset defined as the market cap of its 31.22% ownership interest in BEZEQ’s outstanding shares as of July 20, 2011
14
INTERNET GOLD - GOLDEN LINES DEBENTURES RECEIVE AN A3
STABLE RATING
Midroog Ltd., an Israeli rating company affiliated with Moody’s, has awarded a local A3 stable rating for a
possible issuance of up to NIS 200 million of additional existing Series C Debentures or a new series of
debentures with an average duration of approximately 5.5 years.
The Debentures, if offered, will be offered only in Israel pursuant to a shelf prospectus and a prospectus
supplement, will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold in the United States or to U.S. Persons (as such term is defined
under Regulation S promulgated under the Securities Act) without registration under the Securities Act or
an exemption from the registration requirements of the Securities Act.
In awarding the A3 rating, Midroog cited the residual cash flow coverage ratios expected from B
Communications shareholdings. In Midroog's estimation, the debt servicing ability by means of the
residual cash flow is not favorable when considering the amortization table structure, with a duration
which is short in relation to the projected cash flow. Conversely, Midroog cited that the Company and B
Communications regularly maintain considerable fluid cash balances which are meant to serve as
additional support for current debt servicing.
In addition, Midroog cited that the Company has a high ownership percentage in B Communications in a
manner that does not threaten control of B Ccommunications under a scenario in which a portion of the
shareholdings are sold. In addition, Midroog mentioned the low leverage ratio between the value of B
Communications shares held by the Company and the debt balance.
15
The Bezeq Era
Thank you